SecProbe.io

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July 6, 2005

By Facsimile and U.S. Mail

Christopher K. Davis
Everest Properties II, LLC
199 S. Los Robles Ave., Suite 200
Pasadena, CA 91101

	Re:	American Republic Realty Fund I
		Schedule TO-T, Amendment No. 1
      Filed June 30, 2005 by Everest Properties II, LLC

Dear Mr. Davis:

	We have the following comments on the above-referenced
filing:

Schedule TO-T
1. We note your response to prior comment 1.  Because your offer,
if
fully successful, would result in the Everest and its affiliate
owning approximately 39% of the outstanding units, we believe that
your financial condition is material to security holders and that
you
must provide financial information for the bidder because the
bidder
could become dominant or controlling shareholders.  See Note 195
of
Exchange Act Release No. 42055 (Jan. 24, 2000), Regulation of
Takeovers and Security Holder Communications.  In lieu of
providing
financial information that would generally be required pursuant to
the requirements of Schedule TO, if the bidder constitutes an
investment company, as defined in Chapter 1 of the American
Institute
of Certified Public Accountants (AICPA) Audit and Accounting
Guide,
it must provide a balance sheet with related footnotes and a
schedule
of investments as of the end of the most recently completed
quarter,
prepared in accordance with Chapter 7 of the AIPCA Audit and
Accounting Guide.  The financial information need not be audited
if
the bidder satisfies Instruction 7 to Item 10 of Schedule TO.
Further, we believe that the inclusion of this information
constitutes a material change in the information previously
disseminated to security holders.  Please advise us as to how you
intend to disseminate this information to security holders and
ensure
that you allow additional time in the offer for this information
to
be considered by security holders.

Offer to Purchase
2. We reissue comment 7.  You are required to disclose the
material
federal tax consequences of the transaction.  The revised
introduction to this disclosure section states "[t]he following
summary is a general discussion of the principal federal income
tax
consequences of a sale of Units pursuant to the Offer."  Revise
this
sentence, and the associated disclosure where necessary, to
clarify
that you have disclosed all material federal tax consequences of
the
transaction.

*  *  *

      Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR under the
label "CORRESP."  If you do not agree with a comment, please tell
us
why in your response.  Direct any questions to me at (202) 551-
3262.
You may also contact me by facsimile at (202) 772-9203.

      Sincerely,

      Abby Adams
Special Counsel
      Office of Mergers and Acquisitions
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Christopher K. Davis
July 6, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE

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